Directed Units. None of the Directed Units distributed in connection with the Directed Unit Program (as defined below) will be offered or sold outside of the United States. The Partnership has not offered, or caused the Representatives to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of the Partnership to alter the customer’s or supplier’s level or type of business with the Partnership or (ii) a trade journalist or publication to write or publish favorable information about the Partnership, its business or its products.
Directed Units. None of the Directed Units distributed in connection with the Directed Unit Program (each as defined in Section 3) will be offered or sold outside of the United States. The Partnership has not offered, or caused Barclays Capital Inc. to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of the Partnership to alter the customer’s or supplier’s level or type of business with the Partnership or (ii) a trade journalist or publication to write or publish favorable information about the Partnership, its business or its products. Any certificate signed by any officer of the Partnership Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the Partnership Parties, as to matters covered thereby, to each Underwriter.
Directed Units. In connection with the Directed Unit Program, at the request of the Representatives, the Partnership will direct the transfer agent to place stop transfer restrictions upon such securities held by officers and directors of the General Partner for such period of time as is consistent with Section 3(j) to ensure that the Directed Units will be restricted from sale, transfer, assignment, pledge or hypothecation to the same extent as sales and dispositions of Common Units by the Partnership are restricted pursuant to Section 3(j). The Representatives will notify the Partnership as to which Directed Unit Participants will need to be so restricted.
Directed Units. None of the Directed Units distributed in connection with the Directed Unit Program (each as defined in Section 3) will be offered or sold outside of the United States. The Partnership has not offered, or caused Barclays Capital Inc. to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of any of the Partnership Entities to alter the customer’s or supplier’s level or type of business with any Partnership Entity or (ii) a trade journalist or publication to write or publish favorable information about any of the Partnership Entities, or any of their respective businesses, products or services. Any certificate signed by any officer of any of the Partnership Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the Partnership, as to matters covered thereby, to each Underwriter.
Directed Units. It is understood that approximately 1,312,500 Common Units (the “Directed Units”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to the directors, director nominee and executive officers of the General Partner, directors of the Sponsors and certain other individuals as selected by the Sponsors who have heretofore delivered to the Representatives offers or indications of interest to purchase Common Units in form satisfactory to the Representatives (such program, the “Directed Unit Program”) and that any allocation of such Common Units among such persons will be made in accordance with timely directions received by the Representatives from the Partnership; provided that under no circumstances will the Representatives or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program by 9:00 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Unit Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Unit Program.
Directed Units. It is understood and agreed that an aggregate of up to 1,185,643 Directed Units, including the Affiliate Units and the Andras Units, will initially be reserved by the DUP Manager at the direction of the Partnership for offer and sale to the Participants upon the terms and conditions set forth in this Agreement, the Prospectus and the related Directed Unit Program materials and will be sold by the DUP Manager to the eligible Participants pursuant to this Agreement at the offering price to the public set forth on the cover page of the Prospectus. Any Directed Units that are not orally confirmed for purchase by Participants by the end of the Business Day on which this Agreement is executed or such other time established by the DUP Manager will be offered to the public by the Underwriters as set forth in the Prospectus. Under no circumstances will the DUP Manager or any other Underwriter be liable to the Enterprise Parties or any of their partners or members, or to any Participant for any action taken or omitted to be taken in good faith in connection with the Directed Unit Program. It is understood by the parties to this Agreement that the purchase price at which the DUP Manager shall purchase the Directed Units, including the Affiliate Units and the Andras Units, from the Partnership shall be as set forth in Section 2(c) and that the DUP Manager shall receive a discount and commission on all the Directed Units other than the Affiliate Units and the Andras Units.
Directed Units. (i) It is understood and agreed that the Common Units to be sold pursuant to the Directed Unit Program (the "Directed Units") will be sold pursuant to this Agreement at the offering price to the public set forth on the cover page of the Prospectus. Any Directed Units which are not orally confirmed for purchase by Participants by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. Under no circumstances will Lehman Brothers or any Underwriter be liable to the NRP Entitxxx xx to any Directed Unit Participant for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program.
(ii) In connection with the Directed Unit Program, the NRP Entities will ensure that the Directed Units will be restricted to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. Lehman Brothers will notify the Partnership as to which Partixxxxxxs will need to be so restricted. The Partnership will direct the removal of such transfer restrictions upon the expiration of such period of time.
(iii) The Partnership will pay all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Unit Program (including the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Directed Unit Program materials) and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Unit Program.
Directed Units. The most recent Preliminary Prospectus and each Issuer Free Writing Prospectus (together with any “wrapper” associated therewith) comply, and the Prospectus (together with any amendments or supplements thereto and any “wrapper” associated therewith) will comply, with any applicable laws or regulations of foreign jurisdictions in which such Preliminary Prospectus, the Prospectus or such Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Unit Program. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body, other than such as have been obtained, is required under the securities laws and regulations of any foreign jurisdiction in which the Directed Units are offered or sold outside the United States. The Partnership has not offered, or caused Citigroup Global Markets Inc. to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of the Partnership to alter the customer’s or supplier’s level or type of business with the Partnership or (ii) a trade journalist or publication to write or publish favorable information about the Partnership, its business or its products. Any certificate signed by any officer of any of the Partnership Parties and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the Partnership, as to matters covered thereby, to each Underwriter.
Directed Units. (i) The Partnership agrees to pay (1) all fees and disbursements reasonably incurred by the Underwriters (but excluding all fees and expenses of counsel in connection with the Directed Unit Program, (2) all costs and expenses incurred by the Underwriters in connection with the printing (or reproduction) and delivery (including postage, air freight charges and other charges for counting and packaging) of such copies of the Directed Unit Program materials, and (3) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Unit Program.
(ii) Furthermore, the Partnership covenants with Citigroup Global Markets Inc. that the Partnership Entities will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Units are offered in connection with the Directed Unit Program.
Directed Units. It is understood that approximately of the Initial Units (“Directed Units”) initially will be reserved by the Underwriters for offer and sale to employees of the Manager, business associates and related persons (collectively, “Directed Unit Participants”), and, notwithstanding the provisions of Section 1(a), the purchase price for any and all Directed Units paid to the Company by the Underwriters hereunder shall be $ per Unit as set forth in the Registration Statement, the Prospectus and the Disclosure Package and in accordance with the rules and regulations of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) (the “Directed Unit Program”). Under no circumstances will the Representatives or any Underwriter be liable to the Company or to any Directed Unit Participant for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. To the extent that any Directed Units are not affirmatively reconfirmed for purchase by any Directed Unit Participant on or before the first business day after the date of this Agreement, such Directed Units may be offered to the public as part of the public offering contemplated herein (in which case such Initial Units shall not be deemed Directed Units and shall be subject to the provisions of Section 1(a)).
